Common use of Payment of Purchase Price Clause in Contracts

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Second Tier Purchase and Sale Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a First Tier Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain the Subordinated Notes by the Buyer to the Closing Date Seller and cash paid by subsequent transfer of such Subordinated Notes from the Closing Date Seller Buyer to the Seller’s wholly-owned subsidiary as directed by the Seller. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes in a combination, to be agreed by the Buyer to Purchaser and the Closing Date Seller Seller, of: (i) immediately available funds; and (ii) capital contribution by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Seller Termination Event has occurred or would result therefrom and no event that upon the passage of time would constitute a Seller Termination Event exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related Sale Assets sold by a Seller to Schedule 1 acquired by the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance in a combination of certain Subordinated Notes by (i) immediately available funds and (ii) if the Buyer lacks sufficient funds to pay the full amount of such Purchase Price (after taking into account the proceeds the Buyer expects to receive pursuant to the Closing Date Seller and Credit Agreement), cash paid by subsequent transfer CLST Asset II, LLC or other members of the Buyer in connection with a capital contribution by such Subordinated Notes from the Closing Date Seller member(s) to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The applicable Seller, in connection with each Purchase delivery of a Sale Assignment hereunder relating to any CollateralSale Assets, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such daySale Assets, that its representations and warranties contained in Article IV are true and correct on in all material respects as of the related Purchase Date (except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects as of such day, with the same effect as though made on and as of such dayearlier date). (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Assets included in such Purchase shall vest initially rest in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the applicable Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price purchase price for the Shares purchased pursuant to an Equity Contract shall be payable at the office of the Equity Contract Agent specified in Section 9.03, (i) in lawful money of the United States of America, by bank wire transfer to the Equity Contract Agent in immediately available funds or by certified or official bank check in New York Clearing House funds payable to or upon the order of the Corporation, or (ii) subject to Section 2.03(b) hereof, by surrender of an equal aggregate unpaid principal amount of Debentures; provided, however, that after the Corporation shall have mailed to the Obligors under Equity Contracts a Cancellation Notice in compliance with Section 4.02 hereof, the purchase price for the Shares purchased pursuant to a Commonly Registered Equity Contract shall be payable only by surrender of an equal aggregate unpaid principal amount of the Corresponding Commonly Registered Debenture. Payment of the purchase price for Shares purchased under any Collateral related to Schedule 1 acquired Equity Contract shall be accepted and credited by the Buyer from the Closing Date Seller on the Closing Date pursuant Corporation only in amounts equal to this Agreement $1,000 or any integral multiple of $1,000. The Equity Contract Agent shall be paid by issuance of certain Subordinated Notes by the Buyer deliver to the Closing Corporation all Debentures and other consideration tendered to it as hereinabove provided. With respect to any Commonly Registered Equity Contract, the Corporation is entitled on or after the Purchase Date Seller to offset the obligation of the Corporation to pay the principal of the Corresponding Commonly Registered Debenture (whether or not such Corresponding Commonly Registered Debenture has matured), in whole or in part, against the obligation of the Obligor under such Commonly Registered Equity Contract to pay the unpaid aggregate purchase price of the Shares covered thereby, in full and by subsequent transfer complete satisfaction of the obligation of the Corporation to pay all or such part of the principal of such Subordinated Notes from Corresponding Commonly Registered Debenture. Upon making such offset, the Closing Date Seller Corporation shall deliver certificates for such Shares to the Seller’s wholly-owned subsidiary as directed by Equity Contract Agent, which shall hold such certificates for the Selleraccount of, and deliver the same to, the registered holder of such Corresponding Commonly Registered Debenture upon the presentation thereof. The Corporation shall not be obligated to sell any Shares or deliver any certificates therefor unless it shall have received payment in full of the aggregate purchase price for the Shares purchased in the manner herein set forth. (b) The Seller, Debentures surrendered in connection with each Purchase hereunder relating to any Collateral, shall payment or partial payment of the aggregate purchase obligation for Shares will be deemed to have certified, accepted and hereby does certify, with respect credited in an amount equal to the Collateral unpaid principal amount thereof; provided that (i) Debentures will be credited only in amounts equal to $1,000 or any integral multiple of $1,000, (ii) a Commonly Registered Debenture may be surrendered in partial or complete satisfaction only of the aggregate purchase obligation under the Corresponding Commonly Registered Equity Contract and may not be surrendered in partial or complete satisfaction of the aggregate purchase obligation under any other Equity Contract; and (iii) Unrestricted Debentures may not be surrendered in partial or complete satisfaction of the aggregate purchase obligation under any Commonly Registered Equity Contract. If less than the full unpaid principal amount of a Debenture is to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon applied to the payment of all or any part of the aggregate purchase price of Shares purchased, then the Equity Contract Agent shall obtain a new Debenture or Debentures in an aggregate principal amount equal to the aggregate principal amount of the Debenture or Debentures so surrendered less the amount of the principal thereof applied to the aggregate purchase price for such Shares and shall deliver such new Debenture or Debentures to the Obligor surrendering the same; provided, however, that in any case in which a Commonly Registered Debenture is surrendered prior to the Purchase Price Date in partial payment for Shares, any Purchasenew Debenture so obtained shall be a Commonly Registered Debenture, title and shall be registered in the name of the registered Obligor in whose name the Commonly Registered Equity Contract representing the remaining aggregate purchase obligation of such Obligor shall be registered; and provided further, that, in any case in which an Unrestricted Debenture is surrendered at any time in full or partial payment for Shares, any new Debenture or Debentures so obtained shall be an Unrestricted Debenture or Unrestricted Debentures. In any case in which less than the full unpaid principal amount of any Commonly Registered Debenture is to be applied on or after the Purchase Date, whether upon surrender or upon exercise of the Company's right of offset as provided in the Commonly Registered Debentures, to the Collateral included payment of all or any part of the aggregate purchase price of Shares purchased under the Corresponding Commonly Registered Equity Contract, and upon surrender of any such Commonly Registered Debenture in respect of which the Company shall have exercised such right of offset, the Equity Contract Agent shall obtain a new Unrestricted Debenture or Unrestricted Debentures in an aggregate principal amount equal to the principal amount of the Commonly Registered Debenture so surrendered less the amount of the principal thereof applied to the aggregate purchase price for such Shares, and shall deliver such new Unrestricted Debenture or Unrestricted Debentures to the Obligor surrendering such Commonly Registered Debenture. In any case in which the purchase price under a Commonly Registered Equity Contract shall have been paid, in whole or in part, on or after the Purchase shall vest initially Date, in any manner other than by surrender of the Corresponding Commonly Registered Debenture or by exercise of the Company's right of offset as provided in the Closing Date Seller and then Commonly Registered Debentures, the holder of such Corresponding Commonly Registered Debenture shall thereafter be entitled to exchange such Corresponding Commonly Registered Debenture for an Unrestricted Debenture or Unrestricted Debentures in an aggregate principal amount equal to the Buyer as provided hereinamount so paid. In any case in which the aggregate purchase obligation under a Commonly Registered Equity Contract shall have been paid prior to the Purchase Date, whether in whole or not in part, in any manner other than by surrendered of the conditions precedent Corresponding Commonly Registered Debenture, the holder of such Corresponding Commonly Registered Debenture shall thereafter been entitled to exchange such Purchase and Corresponding Commonly Registered Debenture for an Unrestricted Debenture or Unrestricted Debentures in an aggregate principal amount equal to the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyeramount so paid, as applicableand, if such aggregate purchase obligation shall not be deemed to have waived any claim it may have under this Agreement paid in full, for the failure by the Seller or the Closing Date Seller, as applicable, a Commonly Registered Debenture in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable a principal amount equal to the Buyer than the terms it would obtain in a comparable, timely remaining aggregate purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsobligation under such Commonly Registered Equity Contract.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired the Transferred Assets sold by the Seller to the Buyer from the Closing Date Seller on the Closing Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The Seller, in connection with each Purchase hereunder relating to Notwithstanding any Collateral, shall be deemed to have certified, and hereby does certify, with respect provision herein to the Collateral contrary, the Seller may on the Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be purchased by transferred to the Buyer on such daydate as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that its representations portion of the Purchase Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement and warranties contained in Article IV are true shall be subject to all representations, warranties, covenants and correct on and as of such day, with indemnities hereunder relating to the same effect as though made on and as of such dayTransferred Assets. (c) Upon the payment of the Purchase Price for any the Purchase, title to the Collateral Transferred Assets included in such the Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein(subject, in the case of any Participation, to the effectiveness of the assignment of the related Collateral Loan in accordance with Section 2.4), whether or not the conditions precedent to such the Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The amount payable by the Purchaser to the Funding Seller for each Purchased Receivable shall be the Purchase Price for any Collateral related to Schedule 1 acquired by such Receivable and associated Related Rights. The Purchase Price for the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Receivables and associated Related Rights sold hereunder shall be paid or provided for in the manner provided below on each Business Day. The Funding Seller hereby appoints the Servicer as its agent to receive payment of the Purchase Price for Receivables sold by issuance of certain Subordinated Notes by the Buyer it to the Closing Date Seller Purchaser hereunder and by subsequent transfer of such Subordinated Notes from hereby authorizes the Closing Date Seller Purchaser to make all payments due to the Seller’s wholly-owned subsidiary Funding Seller directly to, or as directed by by, the SellerServicer. The Servicer hereby accepts and agrees to such appointment. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, Price for Receivables and hereby does certify, with respect to the Collateral to be associated Related Rights purchased by the Buyer Purchaser from the Funding Seller shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose in accordance with Section 2.6(b), in cash from Collections of Purchased Receivables; and (ii) to the extent that the Purchase Price on such dayPurchase Date exceeds the amount available from Collections (as contemplated by clause (i) above) on such Purchase Date, that its representations and warranties contained by an increase in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such daydeferred payments owed by the Purchaser to the Funding Seller hereunder. (c) Upon Following each sale of Receivables, the Funding Seller shall have no retained right, title or interest in the Purchased Receivables or any rights with respect to the Obligors thereof and will look solely to the Purchaser for payment of the Deferred Purchase Price for any Purchase, title in accordance with the terms hereof. The Purchaser and the Servicer will apply Collections with respect to the Collateral included Receivables in such Purchase shall vest initially in accordance with the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementterms hereof. (d) Collateral Obligations may The parties hereto agree that the cash component of the Purchase Price of the Receivables paid to the Funding Seller from time to time shall be purchased or acquired allocated, upon receipt, first to payment with of the Purchase Price of Receivables that, at such time, have been appropriately categorized as “earned” by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsOriginator for accounting purposes.

Payment of Purchase Price. (a) The Buyer shall pay the Purchase Price as follows: a. Upon full execution of this Agreement, Buyer shall make a cash deposit of FIFTY THOUSAND U.S. DOLLARS (US $50,000.00) with Escrow (defined below). Buyer Seller b. The deposit required under paragraphs 3(a) shall be held in Escrow in an interest-bearing account and at Closing shall be applied to the Purchase Price. Upon the expiration of the Due Diligence Period, these deposits shall become non-refundable, unless Seller is in default. Accordingly, Buyer hereby irrevocably instructs Escrow that, if the Due Diligence Period expires and Buyer has not exercised its Due Diligence right to cancel, then if Buyer fails to close in accordance with the terms of this Agreement for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to reason (other than a material breach of this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer Seller), Escrow shall, upon written demand from Seller, and without any requirement for further authorization or approval from Buyer, disburse Buyer’s deposit to the Closing Date Seller. Seller and by subsequent transfer Buyer acknowledge that this forfeiture of such Subordinated Notes from the Closing Date deposits is intended and understood to be compensation for the losses that Seller will incur if Buyer fails to close, including without limitation lost opportunities to market the Seller’s wholly-owned subsidiary Property, and not as directed by a penalty, and further that the Sellersum to be forfeited is a reasonable estimate of the damages Seller will suffer if Buyer defaults. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, c. Buyer shall be deemed to have certified, and hereby does certify, with respect to pay the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment balance of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the cash at Closing. d. Buyer, as applicable, shall not be deemed to have waived any claim it may have ’s obligations under this Agreement for the failure by the Seller are not contingent on or the Closing Date Seller, as applicable, in fact subject to satisfy any such condition precedent, covenant or agreementmortgage financing. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and (B) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a contribution by the Seller to the Buyer. (b) [Reserved]. (c) The Purchase Price for any Collateral Purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Date Seller and Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, amounts contributed by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer to be paid to such third party. (bd) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by the Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a contribution from the Seller to the Buyer. In addition, the Seller may also elect to contribute cash or Collateral to the Buyer for any other purpose. (e) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (cf) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer Buyer, as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (dg) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Underlying Instruments may reflect that the Seller is transferring and/or assigning such Collateral Obligation directly to the Buyer. Nothing in any such documents or transfer or assignment agreements shall be deemed to impair the transfers of the Collateral Obligations by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so transferred or assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred directly or indirectly, as applicable, by the Seller to the Buyer. For the avoidance of doubt, all of the applicable provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any sales and assignments for administrative convenience under this Agreement (whether in connection with any sale or assignment by any related seller to the Buyer) as if such sale and assignment was directly or indirectly, as applicable, from the Seller to the Buyer as provided herein. (h) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Borrowing the Buyer expects to receive pursuant to the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Seller to the Buyer, provided that the cash portion of the Purchase Price of any Collateral acquired by the Buyer prior to the Warehouse Closing Date shall be paid on the Warehouse Closing Date in connection with the initial Borrowing under the Credit Agreement. (b) The Purchase Price for any Collateral Purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Date Seller and Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Loan the Buyer expects to receive pursuant to the Credit Agreement), amounts contributed by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (bc) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Seller to the Buyer. In addition, the Seller may also elect to contribute capital to the Buyer to permit the Buyer to fund any Buyer Originated Loan. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Loan in accordance with the terms of any Related Contracts may reflect that the seller is assigning such Collateral Loan directly to the Buyer. Nothing in such assignment agreements shall be deemed to impair the transfers of the Collateral Loans by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Loan so assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (g) Collateral Obligations Loans may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Second Tier Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral ------------------------- the Receivables and related to Schedule 1 acquired by the Buyer from the Closing Date Seller property shall be paid or provided for on the Closing Date pursuant with respect to this Agreement the Receivables existing on the Closing Date and on the last Business Day of each calendar month thereafter during which Receivables are originated by the Seller, as the case may be, by payment in immediately available funds of $___________. The balance of such Purchase Price shall be paid by issuance of certain Subordinated Notes capital contributed by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to Purchaser in the Seller’s wholly-owned subsidiary as directed by form of a contribution of the SellerReceivables. (b) The Purchase Price for any Receivables sold by the Seller on any date after the date hereof shall be paid either (i) in cash or (ii) if Purchaser does not have sufficient cash to pay the Purchase Price, by means of (A) an advance under the Subordinated Note (each, an "Advance") or (B) with the consent ------- of the Seller, capital contributed by the Seller to Purchaser in connection the form of a contribution of the additional Receivables or (iii) with each the consent of the Seller, any combination of the foregoing. In the event Purchaser does not have sufficient cash to pay the Purchase hereunder relating Price due on any Purchase Date and the Seller is not willing to any Collateralconsent to the payment of such insufficiency by means of a capital contribution, such insufficiency shall be deemed evidenced by the making of an Advance on such Purchase Date in an original principal amount equal to have certifiedsuch cash shortfall owed to the Seller; provided, however, that the Seller shall not make an Advance to Purchaser to the -------- ------- extent that the aggregate amount of outstanding Advances would be an amount such that the net worth of the Purchaser would be less than 7.0% of the Outstanding Balance of the Receivables (the "Advance Limit"). All Advances made by the ------------- Seller to Purchaser shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in substantially the form of Exhibit B annexed hereto, delivered and payable to the Seller in a principal amount equal to the Advance Limit thereunder (the "Subordinated Note"). The Seller is hereby does certify----------------- authorized by Purchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with respect thereto; provided, -------- however, that the failure of any Person to make such a notation shall not affect ------- any obligations of Purchaser thereunder. Any such notation shall be conclusive and binding as to the date and amount of such Advance, or payment of principal or interest thereon, absent manifest error. The Receivables with respect to which the Collateral Purchase Price therefor is paid pursuant to be purchased by either clause (i) or clause (ii)(A) above is referred to herein as the Buyer on such day"Purchased Receivables", that its representations and warranties contained in Article IV --------------------- the Receivables with respect to which the Purchase Price therefor is paid pursuant to clause (ii)(B) above is referred to herein as the "Contributed ----------- Receivables". The Purchased Receivables and the Contributed Receivables are true and correct on and ----------- collectively referred to herein as of such day, with the same effect as though made on and as of such day."Transferred Receivables". ----------------------- (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the The terms and conditions thereof are no less favorable to of the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate Subordinated Note and (ii) the transactions are effected in accordance with all applicable laws.Advances thereunder shall be as follows:

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Amended and Restated Sale and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Second Tier Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by On the Buyer from Initial Cut Off Date, the Closing Date Seller on the Closing Date pursuant to this Agreement Purchaser shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller pay to the Seller’s wholly-owned subsidiary as directed , with respect to all of the Seller's right, title and interest in, to and under all Receivables and other Transferred Assets existing at the close of business on the Initial Cut Off Date, a payment consisting of $162,377,744.49 multiplied by the SellerPurchase Percentage. (b) The On each Business Day during the Effective Period (each, a "PURCHASE DATE"), the Seller shall determine the Receivables and other Transferred Assets with respect thereto arising since the close of business on the preceding Business Day, which Receivables and other Transferred Assets shall be deemed available for purchase by the Purchaser on such Purchase Date. To the extent that any sale of Receivables is not reflected in the Daily Report, such Receivables and other Transferred Assets with respect thereto will nevertheless be deemed sold to such Purchaser in every respect and all of the Seller's rights, in connection with each Purchase hereunder relating title and interest in, to any Collateral, shall and under such Receivables and other Transferred Assets will be deemed to have certified, and hereby does certify, with respect been sold to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day.Purchaser. CHARGIT PURCHASE AGREEMENT (c) Upon The purchase price payable to the payment Seller for the Receivables and other Transferred Assets to be purchased on any Purchase Date shall be an amount equal to the product of (i) the aggregate outstanding principal balance of all Receivables deemed available for purchase pursuant to paragraph (b) above and (ii) the Purchase Percentage for such Purchase Date (such amount, the "PURCHASE PRICE"), PROVIDED, HOWEVER, that such Purchase Price shall not be less than the reasonably equivalent value of the Receivables to which such Purchase Price relates, and in the event that, in the reasonable judgment of either the Seller or the Purchaser, such Purchase Price is less than such reasonably equivalent value or does not reflect the fair market value of such Receivables, within five Business Days after such Purchase Date, each of the Seller and the Purchaser (after notice to the other party) shall appoint a Person (other than an Affiliate of the Purchaser or Seller) in the business of purchasing proprietary credit card receivables, and such Persons shall appoint a third Person (other than an Affiliate of the Purchaser or Seller) in such business, and such Persons shall make an independent appraisal of the value of such Receivables and shall determine a Purchase Price which reasonably reflects the fair market value of such Receivables. The Purchase Percentage with respect to each Determination Date shall be calculated in the Monthly Servicer's Report with respect to such Determination Date and such calculation shall be used in the calculation of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have owed under this Agreement for all Purchases occurring from and including such Determination Date to but excluding the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementnext Determination Date. (d) Collateral Obligations may The Purchase Price shall be purchased or acquired by the Buyer from paid to the Seller or any on the applicable Purchase Date in immediately available funds to the extent of its Affiliates hereunder only funds available to the Purchaser. The excess, if any, of the Purchase Price over the payment therefor set forth in clauses (a) and (c) above shall be deemed to be either (i) a loan by the terms and conditions thereof are no less favorable Seller to the Buyer than Purchaser (a "SUBORDINATED LOAN") evidenced by the terms it would obtain Subordinated Note of the Purchaser substantially in a comparable, timely purchase the form attached hereto as Exhibit A or acquisition with a non-Affiliate and (ii) to the transactions are effected in accordance extent such loan would cause the unpaid principal amount of the Subordinated Loan, together with all applicable laws.accrued and unpaid interest thereon, to exceed ten percent (10%) of the Transferor Invested Amount, a contribution by the Seller to the Purchaser's capital, and the Purchase Price shall be considered paid in full by reflecting such contribution as an addition to the surplus of the Purchaser at an appropriate value. In addition, the Seller may otherwise make capital contributions to the Purchaser. CHARGIT PURCHASE AGREEMENT

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive from the Advances under the Revolving Credit and Security Agreement), by issuance means of certain Subordinated Notes a deemed capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerEquityholder. (b) The Sellerportion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) Notwithstanding any provision herein to the contrary, in the Seller may on any Purchase Date elect to designate all or a portion of the Sale Portfolio proposed to be transferred to the Purchaser on such date as a deemed capital contribution to the Equityholder. In such event, the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price attributable to the Sale Portfolio that was so contributed; provided that, ratable share of the Loan Assets representing such deemed contribution to the Equityholder shall constitute part of the Sale Portfolio for all purposes of this Agreement. To the extent that the cash purchase price paid by Purchaser to Seller for any Sale Portfolio is less than the fair market value of such Sale Portfolio, the difference will be deemed to be a capital contribution made by the Seller to Equityholder. (d) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date in which case such representation or warranty shall be true and correct in all respects as of such specific date). (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. At the Closing, (a) The Each of Xxxxxxxxx 0, Xxxxxxxxx 2 and Purchaser 3 shall pay, or cause to be paid, to Seller, an amount equal to the portion of the Adjusted Purchase Price for any Collateral related (as defined below) allocable to Schedule 1 acquired the Company Group Securities (as set forth in the allocation agreed to under Section 3.5 below) to be purchased by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement such Purchaser, which amount shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent wire transfer of such Subordinated Notes from the Closing Date Seller to the immediately available funds into an account designated by Seller’s wholly-owned subsidiary as directed by the Seller., (b) The Seller, in connection with each Purchase hereunder relating Purchaser 3 shall deliver to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to Seller the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day.Holdco Note, (c) Upon the payment of the Purchase Price for any Purchase, title Seller shall deliver or cause to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent be delivered to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement Purchaser a receipt for the failure Adjusted Purchase Price, duly executed by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement.and (d) Collateral Obligations may Purchaser 1 shall pay, or cause to be purchased paid, the Estimated Seller Transaction Expenses in such amounts and to such accounts as specified by Seller by written notice given to Purchaser no less than one (1) Business Day prior to the Closing Date; provided, however, that in the case of Estimated Seller Transaction Expenses, if any, owed to employees of any Company Group Entity at Closing, Purchaser 1 shall pay, or acquired cause to be paid, such amounts to the applicable Seller Group Member upon the Closing and Seller shall cause the applicable Seller Group Member to pay such amounts (less applicable withholding and any Taxes required to be paid by the Buyer from the applicable Seller or any of its Affiliates hereunder only if (iGroup Member with respect thereto) the terms and conditions thereof are no less favorable to the Buyer than applicable employees promptly following the terms it would obtain Closing. To the extent requested by Purchaser, Seller shall cooperate with Purchaser to make available to Purchaser as of the Closing the Estimated Cash for use by Purchaser to fund the payments contemplated in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsthis Section 3.2.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Transferor to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the Advances the Purchaser expects to receive pursuant to the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer Transferor to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller Purchaser. Notwithstanding any provision herein to the Seller’s wholly-owned subsidiary contrary, the Transferor may on any Purchase Date elect to designate all or a portion of the Sale Portfolio proposed to be transferred to the Purchaser on such date as directed by a capital contribution to the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Transferor on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Transferor and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Transferor hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Section 4.1 and Section 4.2 are true and correct in all material respects (or if such representation and warranty is already qualified by the words "material", "materially" or "Material Adverse Effect", then such representation and warranty shall be true and correct in all respects) on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date) and, that no Default or Event of Default with respect to the Transferor has occurred and is continuing or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, Transferor in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and (B) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related Buyer understands and agrees that Buyer will be obligated to Schedule 1 acquired by the pay "all cash" at closing. For purposes of this Agreement, "all cash" means immediately available wired federal funds in U.S. Dollars. Buyer from the Closing Date Seller on the Closing Date pursuant to understands that Buyer’s obligation under this Agreement shall to purchase the Units will not depend on whether or not Buyer qualifies for or obtains a mortgage from any lender. Buyer will be paid by issuance solely responsible for making Buyer’s own financial arrangements. Seller agrees, however, to cooperate with any lender Buyer chooses and to coordinate closing with such lender, if, but only if, such lender meets Seller's closing schedule and pays Seller the proceeds of certain Subordinated Notes by its mortgage at closing. Should lender not pay Seller its proceeds at closing, Buyer will not be allowed to take possession of the Buyer to Units until Seller actually receives the Closing Date Seller funds and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller. they have cleared. (b) The SellerAlthough Seller has no obligation to do so, if Seller agrees to delay closing until Buyer's lender is ready, to wait for funding from Buyer's lender until after closing, or to accept a portion of the sums due at closing in connection the form of a personal check (none of which Seller is obligated to do), Buyer agrees to pay Seller a late funding charge computed at the then highest applicable lawful rate on all funds due Seller which have not then been paid to Seller (with each Purchase hereunder relating regard to any Collateralpersonal checks, shall be deemed which have not then cleared) from the date Seller originally scheduled closing to have certified, and hereby does certifythe date of actual payment (and, with respect regard to personal checks, to the Collateral date of final clearance). The foregoing sentence will survive (continue to be purchased effective after) closing. The late funding charge may be estimated by Seller at closing and adjusted thereafter based on actual clearance dates. In the Buyer on such dayevent of any delayed closing, that its representations and warranties contained in Article IV are true and correct on and Seller may adjust prorations as of such day, with the same effect as though made on and as of such daydate the closing was originally scheduled. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Seller Termination Event has occurred or would result therefrom and no event that upon the passage of time would constitute a Seller Termination Event exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Transferor to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the Advances the Purchaser expects to receive pursuant to the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer Transferor to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Transferor on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Transferor and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase hereunder relating delivery of a Loan Assignment (other than with respect to any CollateralNon-Levered Loan Asset), the Transferor hereunder shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Section 4.1 and Section 4.2 are true true, complete and correct in all material respects (or, in the case of any representation and warranty that is already qualified by materiality, subject to the materiality standard set forth therein) on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, Transferor in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related sold by the Seller to Schedule 1 acquired the Buyer on any Purchase Date shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by means of a capital contribution by the Seller to the Buyer. (b) The Purchase Price for any Collateral Purchased by the Buyer directly from a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any Advance the Buyer expects to receive pursuant to the Credit Agreement), amounts contributed by the Seller to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date Seller elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Closing Date Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be paid by issuance of certain Subordinated Notes by the Buyer deemed to the Closing Date Seller and by subsequent transfer of such Subordinated Notes be a capital contribution from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (bd) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any assignment agreement required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Related Documents may reflect that the Seller or any Affiliate thereof is assigning such Collateral Obligation directly to the Buyer. Nothing in such assignment agreements shall be deemed to impair the transfers of the Collateral Obligations by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so assigned for administrative convenience shall be sold and transferred by the related Affiliate to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any Affiliate of the Seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (g) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsApplicable Laws.

Payment of Purchase Price. (a) The Purchase Price for each Receivable sold hereunder on any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Business Day shall be paid or provided for on the Business Day on which such sale occurred (i) by issuance payment in immediately available funds to the extent the Purchaser has such funds available in excess of certain Subordinated Notes necessary working capital and (ii) to the extent such funds are not available, by increasing the principal amount due under the applicable Seller Note (by notation on the grid attached thereto by the Buyer Collection Agent; provided, that the failure to make any such notation or any error in such grid shall not adversely affect any Seller's rights) in an aggregate principal amount up to the Closing Date remaining portion of the Purchase Price (each, an "Advance"); provided, however, that the aggregate principal amount of all Seller and by subsequent transfer Notes on any Business Day shall not exceed 49% of (x) the aggregate Purchase Price of the Receivables purchased hereunder existing on such Subordinated Notes from the Closing Date Seller Business Day minus (y) an amount equal to the Seller’s wholly-owned subsidiary as directed Net Investment (the "Advance Limit"). To the extent that the Purchaser does not have sufficient cash or availability under the Seller Note to pay the total Purchase Price for Receivables sold on any Business Day in full, C&A, to the extent Purchase Price is owing, may, at its option, make a capital contribution of cash and/or Receivables and Related Security to the Purchaser. No sales of Receivables by a Seller shall be made hereunder on and after the Purchase Termination Date relating to such Seller. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, Receivables with respect to which the Collateral Purchase Price therefor is paid pursuant to be purchased by Section 3.2(a)(i) and (ii) are referred to herein as "Purchased Receivables" and the Buyer on such day, that its representations Receivables with respect to which the Purchase Price therefor is paid pursuant to the second sentence of Section 3.2(a) are referred to herein as "Contributed Receivables." The Purchased Receivables and warranties contained in Article IV the Contributed Receivables are true and correct on and collectively referred to herein as of such day, with the same effect as though made on and as of such day"Transferred Receivables." (c) Upon The Collection Agent shall be responsible, in its sole discretion but in accordance with subsection 3.2(a), for allocating among the Sellers the payment of the Purchase Price for any Purchase, title Receivables either in the form of cash received from the Purchaser or as an addition to the Collateral included principal amount of the applicable Seller Note. The Purchaser shall be entitled to pay all amounts in respect of the Purchase Price of Receivables and Related Security to an account of the Collection Agent for allocation by the Collection Agent to the Sellers, and each of the Sellers hereby appoints the Collection Agent as its agent for the purposes of receiving such Purchase shall vest initially in payments and making such allocations and hereby authorizes the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent Purchaser to make all payments due to such Purchase Seller directly to, or as directed by, the Collection Agent. The Collection Agent hereby accepts and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed agrees to have waived any claim it may have such appointment. All payments under this Agreement for shall be made not later than 3:00 p.m. (New York City time) on the failure date specified therefor in U.S. dollars in same day funds or by check, as the Collection Agent shall elect and to the bank account designated in writing by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable Collection Agent to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsPurchaser.

Payment of Purchase Price. (a) The At the Closing, Buyer shall satisfy the Purchase Price for any Collateral related by (i) payment of the Escrow Amount to Schedule 1 acquired the Escrow Agent and (ii) payment to Vendor by wire transfer of immediately available funds in an amount equal to the Buyer from Purchase Price less the Closing Date Seller on the Closing Date pursuant Escrow Amount to this Agreement shall be paid a bank account designated in writing by issuance of certain Subordinated Notes by the Buyer Vendor to Parent at least three Business Days prior to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerDate. (b) The SellerAt the Closing, Vendor shall deliver to Buyer a certificate or certificates representing the Purchased Shares, each duly endorsed for transfer or accompanied by a duly executed stock power, all in appropriate form and sufficient for transfer of all of the Purchased Shares to Buyer or to such other Persons as Buyer may otherwise direct in writing, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, case free and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as clear of such day, with the same effect as though made on and as of such dayall Encumbrances. (c) Upon At the payment of the Purchase Price for any PurchaseClosing, title to the Collateral included in Vendor, Buyer and Parent shall deliver such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under documents contemplated by this Agreement or as may otherwise be necessary to complete the transactions provided for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementthis Agreement. (d) Collateral Obligations may Notwithstanding anything to the contrary contained in this Agreement, Buyer shall be purchased entitled to deduct and withhold from any amounts payable to Vendor pursuant to this Section 2.2 such amounts as Buyer is entitled or acquired by the required to deduct or withhold under any provision of any applicable Tax Law, provided that Buyer from the Seller or any shall give Vendor written notice of its Affiliates hereunder only if (i) intention to make any such deductions or withholdings, together with an explanation of the terms and conditions thereof are no less favorable basis for such action, at least two Business Days prior to the Buyer than Closing Date. To the terms it would obtain in a comparableextent such amounts are so deducted or withheld and properly paid over to the appropriate Authority, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with such amounts shall be treated for all applicable lawspurposes as having been paid to Vendor.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 Transferred Asset acquired by the Buyer from the Closing Date Seller Purchaser on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any Loan the Purchaser expects to receive pursuant to the Credit Agreement), or as otherwise provided in Section 3.2(b), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary Purchaser. (a) Notwithstanding anything to the contrary contained herein, the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be transferred to the Purchaser on such date as directed a capital contribution to the Purchaser. In such event, the cash portion of the Purchase Price payable with respect to such Conveyance shall be reduced by that portion of the SellerPurchase Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Purchaser as capital shall constitute Transferred Assets for all purposes of this Agreement. To the extent the fair market value or reasonable equivalent thereof of any Transferred Asset purchased or acquired by replacement and substitution by Purchaser pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefor, such excess shall be deemed to be a capital contribution from the Seller to the Purchaser. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any PurchaseTransferred Asset, title to such Transferred Assets (or, in the Collateral included case of a Participation Interest, the rights granted hereunder in such Purchase respect thereof) shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase Conveyance and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 Transferred Asset acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any Loan the Buyer expects to receive pursuant to the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement. To the extent the fair market value of any Transferred Asset purchased or acquired by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefor, such excess shall be deemed to be a capital contribution from the Seller to the Buyer. (c) The Seller, in connection with each Purchase hereunder relating to any CollateralTransferred Asset, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Transferred Assets to be purchased Purchased by the Buyer on such daythe relevant Purchase Date, that its representations and warranties contained in Article IV are true and correct on and in all material respects as of such day, with Purchase Date to the same effect extent as though made on and as of that date, except to the extent such dayrepresentations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Transferred Assets (or, in the case of a Participation Interest, the rights granted hereunder in respect thereof) included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (de) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any assignment agreement required to be executed and delivered in connection with the transfer of a Collateral Asset in accordance with the terms of any Related Documents may reflect that the relevant upstream seller, if any, is assigning such Collateral Asset directly to the Buyer. Nothing in any assignment agreement shall be deemed to impair the transfer of the related Collateral Asset by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Asset so assigned for administrative convenience shall be deemed sold and transferred by the related upstream seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related upstream seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (f) Collateral Obligations Assets may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the Advances the Purchaser expects to receive pursuant to the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true true, complete and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price Payment for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller Loans shall be made on the Closing Date pursuant no later than 3:00 p.m. (C.S.T.). PURCHASER shall pay, in immediately available funds, to this Agreement shall be paid SELLER or its designees, by issuance of certain Subordinated Notes by the Buyer cashiers check or wire transfer to the Closing Date Seller and account specified by subsequent transfer of such Subordinated Notes from SELLER, the Closing Date Seller Loan Purchase Price equal to the Seller’s wholly-owned subsidiary as directed by the Seller$996,972.90. (b) The SellerAll payments by Mortgagor of principal or interest, including prepayments of principal not yet due, and reimbursement of Advances in connection with each Purchase hereunder relating the Loans received by SELLER and credited to any Collateral, the Loans on the books and records of SELLER prior to the Closing Date shall be deemed to have certifiedthe property of SELLER. All other payments made on such Loan Interests by Mortgagor shall be the property of PURCHASER, and hereby does certifySELLER shall take all actions necessary to transfer, with respect endorse and deliver to PURCHASER any such other payments received by SELLER prior to, on or after the Closing Date; provided, however, those payments -------- ------- which are received by SELLER and credited on the books and records of SELLER prior to the Collateral Closing Date and which constitute full and complete payment of the Loans and any amounts due, collected or to be purchased collected by SELLER in connection therewith shall remain the Buyer on such day, that its representations property of SELLER and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such daySELLER shall be entitled to retain same. (c) Upon Simultaneous with the payment transfer of funds representing the Loan Purchase Price Price, SELLER shall transfer to PURCHASER any funds held in escrow for any Purchasetaxes and insurance in connection with the Mortgaged Property, title less an amount equal to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinSELLER's portion of all unreimbursed Advances, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyerif any, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure made by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementSELLER. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. LCS Financial Services shall pay the purchase price in respect of each Debt purchased from the Seller, after deducting therefrom the, buying charge referred to in clause 12.1 and any other actual or contingent liability/ies or obligations of the Seller to LCS Financial Services existing at the time of the acceptance of the Seller’s offer to purchase the Debt, by means of an electronic funds transfer into the Seller’s nominated banking account, the said payment to be made by LCS Financial Services by not later than 5 (afive) The business days from the date of receipt by LCS Financial Services of:- a completed and signed Purchase Price for any Collateral related Note in respect of each Debt purchased by LCS Financial Services; all the Transactional Documentation as may reasonably be required or requested by LCS Financial Services; a certificate, or statement by an assessor, or authorisation or such other document as LCS Financial Services may from time to Schedule 1 acquired time approve, verifying the value of the goods and materials supplied and services rendered by the Buyer from Seller and the Closing Date amount of the Debt owed to the Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer Debtor, as sold and Ceded to LCS Financial Services in terms of the Closing Date provisions of this Agreement; a clearance certificate or statement acceptable to LCS Financial Services declaring that the goods and materials supplied and services rendered by the Seller and have been carried out and/or rendered to complete satisfaction; the invoice rendered by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by Debtor in respect of the Seller. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be Debt purchased by LCS Financial Services; any such other document or information as may be requested by LCS Financial Services from the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Seller from time to time. CESSION Upon the payment of the Purchase Price for any Purchasepurchase price of each Debt purchased by LCS Financial Services, title to the Collateral included in such Purchase a Cession shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not automatically be deemed to have waived any claim it may have under this Agreement for the failure occurred by the Seller to and in favour of LCS Financial Services of all of the Seller’s rights, title and interest in and to each Debt sold, including all the Seller’s rights, title and interest in and to any Instrument or Security (as the Closing Date case may be) furnished to the Seller in connection with the payment of the Debt, expressly excluding however the Seller’s obligations and liability under:- any contract in respect of which the goods and materials were supplied and the services rendered; and the Instrument or Security (as the case may be) furnished in connection therewith without the necessity of the signing of any further documentation between the Parties evidencing such Cession. LCS Financial Services shall be entitled (but not be obliged) at any time after taking a Cession as contemplated in clause 5.1 above, as applicableto notify the Debtor and all persons who have furnished security in respect of the Debt of the Cession to LCS Financial Services and that the payment of the Debt should be made directly to LCS Financial Services. If, in fact notwithstanding such notification, any Debtor makes payment to satisfy the Seller of any amount owing to LCS Financial Services under any such condition precedentDebt, covenant Instrument or agreement. (d) Collateral Obligations Security so ceded, the Seller shall forthwith advise LCS Financial Services thereof and remit immediately such payment to LCS Financial Services without any deduction or set-off. Save as aforesaid, the Seller hereby agrees and undertakes to LCS Financial Services that it will not without the written consent of LCS Financial Services accept, receive or collect payment of the Debt as ceded to LCS Financial Services. The Seller further undertakes in favour of LCS Financial Services that it will not enter into any negotiations with the Debtor or any other person for the payment of the Debt, or do any other act, including the making of any statement, which may be purchased prejudice the rights of LCS Financial Services in respect of the Debt as ceded to LCS Financial Services without LCS Financial Services’s prior written consent. DELIVERY OF TRANSACTIONAL DOCUMENTS On acceptance of the Seller’s offer to purchase of the Debt, the Seller shall deliver to LCS Financial Services all or acquired any contract, Instrument and Security held by the Buyer from the Seller or any in respect of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable each Debt sold to the Buyer than the terms it would obtain in a comparableLCS Financial Services, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance together with all applicable lawssuch Transactional Documentation as may reasonable be required by LCS Financial Services in order to pass good title thereof to LCS Financial Services.

Payment of Purchase Price. (a) The Purchase Price for each Purchase shall be paid on or within five Business Days after the Purchase Date therefor by means of any Collateral related one or a combination of the following: (i) a deposit in same day funds to Schedule 1 acquired an account designated by the Buyer from Parent as agent for the Closing Date Sellers who hereby appoint the Parent to act as their agent for the purpose of receiving such payments and remitting the proceeds thereof to the relevant Sellers or (ii) (x) in the case of Bombardier Motor, an increase in the value of its equity investment in the Purchaser (with the Purchaser hereby agreeing to account for such portion of the Purchase Price owed to Bombardier Motor in such manner) and (y) in the case of the Parent and the members of the Nordtrac Group, an increase in the Deferred Purchase Price (subject at all times to the limitations contained in the definition thereof), as evidenced by a subordinated note of the Purchaser in the form of Exhibit A hereto payable to the order of the relevant Seller on the Closing Date pursuant to this Agreement (other than Bombardier Motor). No portion of any Purchase Price due Bombardier Motor shall be paid by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller. (b) Deferred Purchase Price. The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment allocation of the Purchase Price for any Purchase, title as among such methods of payment shall be pro rata in respect of the cash payable to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected Sellers in accordance with the Outstanding Balance of the Eligible Receivables of each Seller comprising a portion of the relevant Purchase, unless otherwise agreed among the Sellers. The Purchase Price for all applicable lawsReceivables shall be payable in Dollars.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Assets sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of such Purchase Price (after taking into account the proceeds the Buyer expects to receive pursuant to the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Sale Assets proposed to be transferred by it to the Buyer on such date as a capital contribution to the Buyer. In such event, the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Sale Assets that were so contributed; provided that Sale Assets contributed to the Buyer as a capital contribution shall constitute Sale Assets for all purposes of this Agreement and shall be subject to all representations, warranties, covenants and indemnities hereunder. (c) The Seller, in connection with each Purchase delivery of a Sale Assignment hereunder relating to any CollateralSale Assets, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such daySale Assets, that its representations and warranties contained in Article IV are true and correct on in all respects as of the related Purchase Date (except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all respects as of such day, with the same effect as though made on and as of such dayearlier date). (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Assets included in such Purchase shall vest initially rest in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) For any transfer or purchases the Purchase Price for any Collateral sold by the Seller to the Buyer on any Purchase Date shall be paid in a combination of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by means of a capital contribution by the Seller to the Buyer. (b) The Purchase Price for any Collateral related to Schedule 1 acquired Purchased by the Buyer from to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Loan the Buyer expects to receive pursuant to the Credit Agreement), amounts contributed by the Seller to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date Seller elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Closing Date Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be paid by issuance of certain Subordinated Notes by the Buyer deemed to the Closing Date Seller and by subsequent transfer of such Subordinated Notes be a capital contribution from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (bd) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligations Loan in accordance with the terms of any Related Contracts may reflect that the Seller is assigning such Collateral Loan directly to the Buyer. Nothing in such assignment agreements shall be purchased or acquired deemed to impair the transfers of the Collateral Loans by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsthe terms of this Agreement.

Payment of Purchase Price. (a) The Purchase Price for Receivables sold by an Originator on any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Business Day shall be paid either (i) in cash to the extent funds are available therefor in excess of necessary working capital or (ii) if Buyer does not have sufficient cash to pay the Purchase Price, by issuance means of certain (A) an advance under the applicable Subordinated Notes Note (each, an “Advance”) and/or (B) with the consent of the applicable Originator, treating a portion of the Purchase Price as capital contributed by such Originator to Buyer or (iii) with the consent of the applicable Originator, any combination of the foregoing applicable to such Originator. In the event Buyer does not have sufficient cash to pay the Purchase Price due with respect to any sale of Receivables hereunder (and solely in the case of Caremark, Caremark is not willing to consent to the treatment of such insufficiency as a capital contribution), such insufficiency shall be evidenced by the making of an Advance in an original principal amount equal to such cash shortfall owed to such Originator; provided, however, that no Originator shall make an Advance to Buyer to the Closing Date Seller and by subsequent transfer extent that the aggregate amount of outstanding Advances from all Originators would be an amount such Subordinated Notes that the net worth of the Buyer would be less than $60,850,000 (the “Advance Limit”). No sales of Receivables hereunder shall be made on or after the Purchase Termination Date. On the date of the initial purchase from each Originator of Receivables hereunder, the Closing Date Seller to net worth of the Seller’s wholly-owned subsidiary as directed by the SellerBuyer shall be at least $60,850,000. (b) The SellerAll Advances made by each Originator to Buyer shall be evidenced by a single subordinated note, duly executed by Buyer in favor of such Originator, in connection with each Purchase hereunder relating substantially the form of Exhibit A annexed hereto, delivered on such Originator’s Effective Date and payable to any Collateral, shall be deemed to have certified, and hereby does certify, with respect such Originator in a principal amount equal to the Collateral Advance Limit thereunder (each, as amended, supplemented or otherwise modified and in effect from time to be purchased time, a “Subordinated Note”). Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance made by such Originator, as well as the date and amount of each payment made by the Buyer on such daywith respect thereto; provided, however, that its representations the failure of any Person to make such a notation shall not affect any obligations of Buyer thereunder. Any such notation shall be conclusive and warranties contained in Article IV are true binding as to the date and correct on and as amount of such dayAdvance, with the same effect as though made on and as or payment of such dayprincipal or interest thereon, absent manifest error. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the The terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate of each Subordinated Note and (ii) the transactions are effected in accordance with all applicable laws.Advances thereunder shall be as follows:

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Transferred Assets sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The Seller, in connection with each Purchase hereunder relating to Notwithstanding any Collateral, shall be deemed to have certified, and hereby does certify, with respect provision herein to the Collateral contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be purchased by transferred to the Buyer on such daydate as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that its representations portion of the Purchase Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement and warranties contained in Article IV are true shall be subject to all representations, warranties, covenants and correct on and as of such day, with indemnities hereunder relating to the same effect as though made on and as of such dayTransferred Assets. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Transferred Assets included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein(subject, in the case of any Participation, to the effectiveness of the assignment of the related Collateral Loan in accordance with Section 2.4), whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Funding the Buyer expects to receive pursuant to the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Seller to the Buyer. (b) The Purchase Price for any Collateral Purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Date Seller and Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Senior Loan the Buyer expects to receive pursuant to the Credit Agreement), amounts contributed by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (bc) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Seller to the Buyer. In addition, the Seller may also elect to contribute capital to the Buyer to permit the Buyer to fund any Buyer Originated Obligation. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Related Contracts may reflect that the seller is assigning such Collateral Obligation directly to the Buyer. Nothing in such assignment agreements shall be deemed to impair the transfers of the Collateral Obligations by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (g) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Purchased Collateral related to Schedule 1 acquired sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance in immediately available funds; provided that, if the Buyer does not have sufficient funds to pay the full amount of certain Subordinated Notes the Purchase Price, the excess of the Purchaser Price over such amount of immediately available funds shall be a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The SellerPurchase Price for any Collateral purchased by the Buyer directly from a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Buyer expects to receive pursuant to the Sale and Servicing Agreement), amounts contributed by the Seller to the Buyer. (c) Notwithstanding Section 2.3(b) or any other provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided, however, that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (d) The Seller in connection with each Purchase delivery of a Loan Assignment hereunder relating to any Collateral, Collateral shall be deemed to have certified, and hereby does certify, with respect to the Purchased Collateral to be purchased by the Buyer and the Contributed Collateral to be contributed to the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day, and that no Termination Event or Unmatured Termination Event has occurred. (ce) Upon the payment each Purchase of the Purchase Price for any PurchasePurchased Collateral and each contribution of Contributed Collateral hereunder, title to the such Collateral included in such Purchase shall vest initially rest in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided provided, however, that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for each Receivable sold hereunder on any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Business Day shall be paid or provided for on such Business Day (i) by issuance of certain Subordinated Notes by the Buyer payment in immediately available funds to the Closing Date Seller and extent such funds are available in excess of necessary working capital, or (ii) to the extent that the Purchaser does not have sufficient cash to pay the Purchase Price, by subsequent transfer means of capital contributed by such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed Purchaser in the form of a contribution of the additional Receivables. To the extent that the total Purchase Price for Receivables sold during any calendar month is not paid in full by the SellerPurchaser on the last Business Day of such calendar month, the applicable Seller shall be deemed to have contributed to the Purchaser the Receivables in an aggregate principal amount equal to such shortfall. No sales of Receivables shall be made hereunder on and after the Purchase Termination Date. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, Receivables with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of which the Purchase Price for any Purchasetherefor is paid pursuant to Section 3.2(a)(i) are referred to herein as the "Purchased ----------------- --------- Receivables", title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained Receivables with respect to which the Purchase Price ----------- therefor is paid pursuant to subsection 3.2(a)(ii) are referred to herein were in fact satisfied; provided that as the Closing Date Seller --------------------- "Contributed Receivables". The Purchased Receivables and the Buyer, Contributed ----------------------- Receivables are collectively referred to herein as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws."Transferred ----------- Receivables". -----------

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Seller (including the Closing Date Participation Interests) on the Closing Date shall be paid by a combination of cash and the issuance of the Subordinated Notes by the Buyer to the Seller and by transfer of cash from the Buyer to the Seller. With respect to any Purchase Date after the Closing Date, to the extent the value of the Collateral transferred by the Seller to the Buyer exceeds the value of the cash received by the Seller for such assets, such excess shall be deemed to constitute a capital contribution from the Seller to the Buyer. The Purchase Price for any Collateral acquired by the Buyer from the Seller on any Purchase Date after the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Seller to the Buyer. (b) The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a subsidiary of the Seller on any Purchase Date after the Closing Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, amounts contributed by the Seller and by subsequent transfer of such Subordinated Notes from to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date occurring after the Closing Date Seller elect to designate all or a portion of the Collateral proposed to be transferred to the Seller’s wholly-owned subsidiary Buyer on such date as directed a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the SellerPurchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. (bd) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then case of Collateral related to Schedule 1 in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Transferred Asset Purchased by the Buyer from the Closing Date Seller on the Closing any Transfer Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any proceeds of the Notes that the Buyer expects to receive pursuant to the Indenture) or as otherwise provided in Section 2.03(b), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The SellerNotwithstanding any provision herein to the contrary, in connection the Seller may on any Transfer Date elect to designate all or a portion of the Transferred Assets proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with each respect to such Transferred Assets shall be reduced by that portion of the Purchase hereunder relating Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement. To the extent the fair market value of any CollateralTransferred Asset Purchased by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefor, such excess shall be deemed to have certified, and hereby does certify, with respect be a capital contribution from the Seller to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayBuyer. (c) Upon the payment of the Purchase Price for any PurchaseTransferred Assets, title to such Transferred Assets (or, in the Collateral included case of a Participation Interest, the rights granted hereunder in such Purchase respect thereof) shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any assignment agreement required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Related Documents may reflect that the relevant upstream seller, if any, is assigning such Collateral Obligation directly to the Buyer. Nothing in any assignment agreement shall be deemed to impair the transfer of the related Collateral Obligation by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so assigned for administrative convenience shall be deemed sold and transferred by the related upstream seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all Purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related upstream seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (e) Collateral Obligations may be purchased or acquired Purchased from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsApplicable Laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Loan and Servicing Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for each Receivable sold hereunder on any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Business Day shall be paid or provided for on the Business Day on which such sale occurred (i) by issuance of certain Subordinated Notes by the Buyer payment in immediately available funds to the Closing Date Seller extent the Purchaser has such funds available and by subsequent transfer of such Subordinated Notes from the Closing Date Seller (ii) to the Seller’s wholly-owned subsidiary extent such funds are not available, by RECEIVABLES PURCHASE AGREEMENT increasing the amount due under the Subordinated Note by notation thereon; provided, however, that the aggregate outstanding principal amount of the Subordinated Note on any Business Day (after giving effect to all repayments thereof on or before such Business Day) shall not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables purchased hereunder existing on such Business Day and (y) an amount that would cause the Purchaser's net worth (as directed by defined in accordance with GAAP) to be less than $25,000,000. To the Sellerextent that the Purchaser does not have sufficient cash or availability under the Subordinated Note to pay the total Purchase Price for Receivables sold on any Business Day in full, TriMas LLC may make or cause to be made a cash capital contribution to the Purchaser. No sales of Receivables shall be made hereunder on and after the Purchase Termination Date. (b) The SellerAll increases to the amount due under the Subordinated Note pursuant to Section 3.02(a)(ii) (each, an "Advance") shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in connection substantially the form of Exhibit A annexed hereto, delivered on the Closing Date and payable to TriMas Corp., as agent for the Sellers (as amended, supplemented or otherwise modified and in effect from time to time, the "Subordinated Note"). The Collection Agent is hereby authorized by Purchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with each Purchase hereunder relating respect thereto; provided, however, that the failure of any Person to make such a notation shall not affect any Collateral, obligations of Purchaser thereunder. Any such notation shall be deemed to have certified, conclusive and hereby does certify, with respect binding as to the Collateral to be purchased by the Buyer on such day, that its representations date and warranties contained in Article IV are true and correct on and as amount of such dayAdvance, with the same effect as though made on and as or payment of such dayprincipal or interest thereon, absent manifest error. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the The terms and conditions thereof are no less favorable to of the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate Subordinated Note and (ii) the transactions are effected in accordance with all applicable laws.Advances thereunder shall be as follows:

Payment of Purchase Price. (a) The Purchase Price for any Purchased Collateral related to Schedule 1 acquired sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Purchased Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the Purchase Price payable with respect to such transfer shall be reduced by the Outstanding Asset Balance of the Purchased Collateral or portions thereof that were so contributed; provided however that Purchased Collateral contributed to the Buyer as capital shall constitute Purchased Collateral for all purposes of this Agreement. (c) The Seller, in connection with by accepting the Purchase Price paid for each Purchase hereunder relating to any purchase of Purchased Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Purchased Collateral to be purchased sold by the Buyer it on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayday and that no Termination Event or Unmatured Termination Event has occurred. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Purchased Collateral included in such Purchase shall vest initially rest in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided however that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The transfer of the Closing Date Collateral Loans from the Seller to the Buyer on the Closing Date will be in consideration for a capital contribution by the Seller to the Buyer. For any subsequent transfer or purchases the Purchase Price for any Collateral sold by the Seller to the Buyer on any Purchase Date shall be paid in a combination of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by means of a capital contribution by the Seller to the Buyer. (b) The Purchase Price for any Collateral related to Schedule 1 acquired Purchased by the Buyer from to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Loan the Buyer expects to receive pursuant to the Credit Agreement), amounts contributed by the Seller to the Buyer. (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date Seller elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Closing Date Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be paid by issuance of certain Subordinated Notes by the Buyer deemed to the Closing Date Seller and by subsequent transfer of such Subordinated Notes be a capital contribution from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (bd) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligations Loan in accordance with the terms of any Related Contracts may reflect that the Seller is assigning such Collateral Loan directly to the Buyer. Nothing in such assignment agreements shall be purchased or acquired deemed to impair the transfers of the Collateral Loans by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsthe terms of this Agreement. The Seller shall hold the beneficial interest in such Collateral Loan for a period of at least 48 hours and the Seller shall sell and transfer such Collateral Loan to the Buyer in accordance with the terms of this Agreement.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Sale Portfolio Sold by the Buyer from Seller to the Closing Purchaser on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of: (i) immediately available funds; and (ii) if the Purchaser does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account the proceeds the Purchaser expects to receive pursuant to the Advances under the Note Purchase Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchaser. (b) The Seller, portion of such Purchase Price to be paid in immediately available funds shall be paid by wire transfer on the applicable Purchase Date to an account designated by the Seller on or before such Purchase Date or by means of proper accounting entries being entered upon the accounts and records of the Seller and the Purchaser on the applicable Purchase Date. (c) In connection with each Purchase delivery of a Second Tier Loan Assignment, the Seller hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Sale Portfolio to be purchased Sold by the Buyer it on such day, that its representations and warranties contained in Article IV Sections 4.1 and 4.2 are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such dayday (other than any representation or warranty that is made as of a specific date), that no Event of Default has occurred or would result therefrom and no Unmatured Event of Default exists or would result therefrom. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Sale Portfolio included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinPurchaser, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Purchaser shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds in cash and (ii) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Borrowing the Buyer expects to receive pursuant to the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Seller to the Buyer, provided that the cash portion of the Purchase Price of any Collateral acquired by the Buyer prior to the Warehouse Closing Date shall be paid on the Warehouse Closing Date in connection with the initial Borrowing under the Credit Agreement. (b) The Purchase Price for any Collateral Purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Date Seller and Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price (after taking into account any Loan the Buyer expects to receive pursuant to the Credit Agreement), amounts contributed by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (bc) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by the Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Seller to the Buyer. In addition, the Seller may also elect to contribute capital to the Buyer to permit the Buyer to fund any Buyer Originated Loan. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Underlying Instruments may reflect that the seller is assigning such Collateral Obligation directly to the Buyer. Nothing in such assignment agreements shall be deemed to impair the transfers of the Collateral Obligations by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (g) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired (i) by the Depositor from the Seller and by the Buyer from the Closing Date Seller Depositor on the Closing Date pursuant to this Agreement shall be paid by the issuance of certain the Class D Notes and the Subordinated Notes to the Depositor and (ii) by the Depositor from the Seller and by the Buyer to from the Depositor on any Purchase Date after the Closing Date Seller pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and (B) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by subsequent transfer means of such Subordinated Notes from a capital contribution by the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed Depositor and by the SellerDepositor to the Buyer. (b) [Reserved]. (c) The SellerPurchase Price for any Collateral Purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, amounts contributed by the Seller to the Depositor and by the Depositor to the Buyer. (d) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution by the Seller to the Depositor and by the Depositor to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed by the Seller to the Depositor and by the Depositor to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by the Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Seller to the Depositor and from the Depositor to the Buyer. In addition, the Seller may elect to contribute capital to the Depositor for any other purpose and the Depositor may elect to contribute capital to the Buyer for any other purpose. (e) Each of the Seller and the Depositor, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (cf) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller Depositor and then in the Buyer Buyer, as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that each of the Closing Date Seller Depositor and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date SellerDepositor, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (dg) The Seller, the Depositor and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Related Contracts may reflect that the seller is transferring and/or assigning such Collateral Obligation directly to the Buyer. Nothing in any such documents or transfer or assignment agreements shall be deemed to impair the transfers of the Collateral Obligations by the Seller to the Depositor and by the Depositor to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so transferred or assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred directly or indirectly, as applicable, by the Seller to the Depositor and by the Depositor to the Buyer. For the avoidance of doubt, all of the applicable provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller and the Depositor, the covenants of the Seller and the Depositor and the indemnity of the Seller and the Depositor, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any sales and assignments for administrative convenience under this Agreement (whether in connection with any sale or assignment by any related seller to the Buyer) as if such sale and assignment was directly or indirectly, as applicable, from the Seller to the Depositor and from the Depositor to the Buyer as provided herein. (h) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller Seller, the Depositor or any of its their respective Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Purchased Assets sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance the Buyer on each related Purchase Date either (i) in immediately available funds (which may include proceeds of certain Subordinated Notes an Advance) or (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, as a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by Buyer; provided that in no event shall the Sellerportion of the Purchase Price paid in immediately available funds be less than the amount of the Advance (or portion thereof) relating to such Purchased Assets under the Loan Funding Agreement. (b) The Purchase Price for any Purchased Assets purchased by the Buyer directly from a third party on any Purchase Date shall be paid by the Buyer either (i) in immediately available funds (which may include proceeds of an Advance) or (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, as a capital contribution by the Seller to the Buyer; provided that in no event shall the portion of the Purchase Price paid in immediately available funds be less than the amount of the Advance (or portion thereof) relating to such Purchased Asset under the Loan Funding Agreement. (c) Unless otherwise specified herein, all payments of the Purchase Price of any Purchased Asset sold hereunder shall be made not later than 2:00 p.m. (New York City time) on the date specified therefor in lawful money of the United States in same day funds by depositing such amounts in the bank account designated in writing by the Seller to the Purchaser. (d) The Seller, in connection with each Purchase delivery of a Sale Assignment hereunder relating to any CollateralPurchased Assets sold by the Seller on such day, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such dayPurchased Assets, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayday and that no Termination Event or Unmatured Termination Event has occurred. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and (B) if the Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a contribution by the Seller to the Buyer. (b) [Reserved]. (c) The Purchase Price for any Collateral purchased by the Buyer to be settled directly with a third party on any Purchase Date shall be paid in immediately available funds, which may comprise, if the Closing Date Seller and Buyer does not have sufficient funds in cash to pay the full amount of the Purchase Price, the amounts contributed by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer to be paid to such third party. (bd) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by the Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a contribution from the Seller to the Buyer. In addition, the Seller may also elect to contribute cash or Collateral to the Buyer for any other purpose. (e) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct in all material respects on and as of such day, with the same effect as though made on and as of such day. (cf) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer Buyer, as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (dg) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any transfer or assignment agreement (or, in the case of any underlying promissory note, any chain of endorsement) required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Underlying Instruments may reflect that the Seller is transferring and/or assigning such Collateral Obligation directly to the Buyer. Nothing in any such documents or transfer or assignment agreements shall be deemed to impair the transfers of the Collateral Obligations by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so transferred or assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred directly or indirectly, as applicable, by the Seller to the Buyer. For the avoidance of doubt, all of the applicable provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any sales and assignments for administrative convenience under this Agreement (whether in connection with any sale or assignment by any related seller to the Buyer) as if such sale and assignment was directly or indirectly, as applicable, from the Seller to the Buyer as provided herein. (h) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Seller and the Buyer acknowledge that on the date of any sale of Receivables hereunder, the Seller may be unable to provide the Buyer with a Daily Report with respect to such day and may be unable to accurately estimate the Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from Receivables sold on such day. As a result, the Closing Date Seller Purchase Price for Receivables sold on the Closing Amendment Date pursuant to this Agreement and on each day thereafter on which Receivables are transferred hereunder, as the case may be, shall be paid by issuance of certain Subordinated Notes by in immediately available funds on the first Business Day on which the Seller is able to provide the Buyer with a Daily Report with respect to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Sellerday. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, Price shall be deemed adjusted on a daily basis (the "CREDIT ADJUSTMENT") if the Seller adjusts downward the amount of any Receivable sold hereunder because of a rebate, refund, unauthorized charge or billing error to have certifiedan Obligor, and hereby does certifybecause such Receivable was created in respect of merchandise which was refused or returned by an Obligor, with respect to or if the Collateral to be purchased by Seller otherwise adjusts downward the amount of any such Receivable without receiving Collections therefor or without charging off such amount as uncollectible. If the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (cis required to make any payment pursuant to Section 3.2(b) Upon the payment of the Purchase Price for Agreement (or any Purchasecomparable provision) as a result of any Credit Adjustment, title the Seller shall pay such amount to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The AFR shall pay Correspondent the Purchase Price for any Collateral related each Mortgage Loan in accordance with the written lock confirmation. AFR will pay the Purchase Price to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by the Buyer Correspondent or, if applicable, to the Closing Date Seller and warehouse lender as instructed by subsequent transfer an appropriate bailee agreement. In order to receive payment of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed Purchase Price, Correspondent must comply with all document delivery requirements established by the Seller. (b) The SellerAFR. For rescindable Mortgage Loans, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price shall be made only after the rescission period has elapsed. Payment of any fee to Correspondent does not evidence the acceptability of the Loan File or the Credit File. Ownership of, and title to, a Mortgage Loan will be vested in AFR only when a Mortgage Loan is accepted and purchased by AFR. Unless earlier agreed in writing by AFR, no fees, commissions, or any other consideration shall be paid to Correspondent for any Purchase, title Mortgage Loan submitted to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other for purchase. Correspondent covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if agrees (i) the terms and conditions thereof are no less favorable to compensation received by Correspondent shall not exceed the Buyer than the terms it would obtain in a comparablefair market value of its services, timely purchase or acquisition with a non-Affiliate and (ii) it shall not accept any fee or other compensation except as permitted by Applicable Law and regulation; and (iii) it has disclosed any fee or other compensation in writing to the transactions are effected applicant and AFR, as required by Applicable Law and regulation. The Correspondent acknowledges and agrees that AFR may, in accordance its discretion, deduct or withhold from the Purchase Price any amounts to be remitted to AFR as a result of Correspondent’s breach or non-fulfillment of Correspondent’s obligations under this Agreement or any other agreement between Correspondent and AFR, if such breach results in a billing or demand to Correspondent and such billing or demand remains unpaid for a period of 60 days. Any such amounts deducted from the Purchase Price shall result in a forgiveness of certain debt due from the Correspondent to AFR and therefore constitute valuable consideration paid to Correspondent in the amount of such deduction. Such forgiveness, together with all the remainder of the purchase proceeds, constitutes payment to Correspondent of the Purchase Price. Any such deduction and forgiveness of debt by American Financial Resources, Inc. shall not in any way waive or forgive any other indebtedness due to AFR by Correspondent and shall not waive any other rights due or remedies available to AFR under such applicable lawsagreement or under this Agreement.

Payment of Purchase Price. The purchase price shall be payable as ------------------------- follows: (a) The $4.4 million of the Purchase Price for any Collateral related to Schedule 1 acquired by (the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement "Consignment Inventory Purchase Price") shall be paid to Seller for Inventory at the time and in the manner specified in this Section 3.2(a). At the Closing, -------------- Purchaser shall take possession of the Inventory on consignment from the Seller. As Purchaser uses the Inventory in the ordinary course, it shall pay to the Seller a portion of the Consignment Inventory Purchase Price in accordance with the Purchase Price Allocation Procedures set forth in Schedule 3.2 and in accordance with Schedule 1.2. Notwithstanding the ------------ ------------ foregoing, Purchaser shall pay to the Seller the unpaid balance of the Consignment Inventory Purchase Price in its entirety on or before May 1, 2001, whether or not all of the Inventory has been used by issuance Purchaser. Any unpaid balance of certain Subordinated Notes the Consignment Inventory Purchase Price shall only be subject to offset by Purchaser to the extent of and pending any good faith unresolved claim that Seller either lacked title to any portion of the Inventory or that Purchaser did not receive clear title to such Inventory and upon notice of such claim to Seller specifying in detail the nature of the claim and Seller is provided at least twenty-one (21) days from receipt of such notice to review and respond, and as appropriate, resolve the matter. Upon resolution of such claim, either by agreement or pursuant to the decision of an arbitrator or court over the matter, the unpaid balance of the Consignment Inventory Purchase Price shall be adjusted accordingly, and promptly paid by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller Purchaser to the Seller’s wholly-owned subsidiary as directed by . There shall be no other offset or reduction of any nature against the Sellerunpaid balance of the Purchase Price. (b) The At the Closing, Purchaser shall pay to the Seller, in connection with each Purchase hereunder relating by cashier's or certified check issued by a bank reasonably acceptable to any CollateralSeller or by wire transfer of funds, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by sum of $2,174,690 less the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as amount of such day, with the same effect as though made on and as of such dayCustomer Deposits. (c) Upon At the payment Closing, Purchaser shall deposit $200,000 in an escrow account established pursuant to the terms and conditions of the Purchase Price for any Purchaseescrow agreement by and among Purchaser, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then an escrow agent in the Buyer as provided herein, whether or not the conditions precedent a form reasonably satisfactory to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementPurchaser. (d) Collateral Obligations may be purchased or acquired by During the Buyer from months of February through May, 2001, Purchaser shall pay to Seller the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected amounts for goodwill in accordance with all the Schedule 3.2. ------------ (e) Upon request for reimbursement from Seller, including such supporting documentation as Purchaser may reasonably request, Purchaser shall promptly pay to Seller the amounts requested, to the extent the requested amount does not exceed the applicable laws.line item amount on the Transition Budget. Notwithstanding the foregoing, Purchaser shall pay to Seller at Closing, as an advance against amounts set forth on the Transition Budget, the amount of $78,672, which amount is included in the funds being wire transferred to Seller pursuant to Section 3.2(b) above. --------------

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Transferred Assets sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The Seller, in connection with each Purchase hereunder relating to Notwithstanding any Collateral, shall be deemed to have certified, and hereby does certify, with respect provision herein to the Collateral contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be purchased by transferred to the Buyer on such daydate as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that its representations portion of the Purchase Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement and warranties contained in Article IV are true shall be subject to all representations, warranties, covenants and correct on and as of such day, with indemnities hereunder relating to the same effect as though made on and as of such dayTransferred Assets. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Transferred Assets included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Purchased Collateral related to Schedule 1 acquired sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Purchased Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the Purchase Price payable with respect to such transfer shall be reduced by the Outstanding Asset Balance of the Purchased Collateral or portions thereof that were so contributed; provided however that Purchased Collateral contributed to the Buyer as capital shall constitute Purchased Collateral for all purposes of this Agreement. (c) the Seller, in connection with by accepting the Purchase Price paid for each Purchase hereunder relating to any purchase of Purchased Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Purchased Collateral to be purchased sold by the Buyer it on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayday and that no Termination Event or Unmatured Termination Event has occurred. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Purchased Collateral included in such Purchase shall vest initially rest in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided however that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) At the Closing, Purchaser shall pay (or cause one or more Purchaser Designated Subsidiaries to pay) to Seller an amount (the “Initial Purchase Price”) equal to (i) the Base Purchase Price, plus (ii) the Initial Closing Company Cash, minus (iii) the Initial Closing Company Indebtedness, plus (iv) the amount (if any) by which the Initial Closing Net Working Capital exceeds the Reference Working Capital, minus (v) the amount (if any) by which the Reference Working Capital exceeds the Initial Closing Net Working Capital. The Initial Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid to Seller, by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent wire transfer of such Subordinated Notes from immediately available funds into the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerPurchase Price Bank Account. (b) The SellerNotwithstanding anything to the contrary in this Agreement, in connection with each Purchase hereunder relating to any CollateralPurchaser (or its Purchaser Designated Subsidiaries, if applicable) shall be deemed entitled to have certified, deduct and hereby does certify, with respect withhold from any amount otherwise payable to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement such amounts as it is required to deduct and withhold under applicable Law, and, if any amount is so deducted and withheld and timely remitted to the appropriate Tax Authority, such deducted, withheld and remitted amount shall be treated for the failure by the Seller or the Closing Date all purposes of this Agreement as having been paid to Seller; provided, as applicablehowever, in fact to satisfy that before making any such condition precedentdeduction and withholding, covenant Purchaser (or agreement. its Purchaser Designated Subsidiaries, if applicable) shall give Seller reasonable advance notice of any anticipated deduction and withholding (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable together with reasonable detail as to the Buyer than the terms it legal basis for, and a calculation of, such anticipated withholding) and provide Seller with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid such deduction and withholding, and Purchaser (or its Purchaser Designated Subsidiaries, if applicable) and Seller will reasonably cooperate in good faith to attempt to reduce any amounts that would obtain in a comparable, timely purchase or acquisition with a non-Affiliate otherwise be deducted and (ii) the transactions are effected in accordance with all applicable lawswithheld pursuant to this ‎Section 3.2(b).

Payment of Purchase Price. (a) The amount payable by the Purchaser to the Funding Seller for each Purchased Receivable shall be the Purchase Price for any Collateral related to Schedule 1 acquired by such Receivable and associated Related Rights. The Purchase Price for the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Receivables and associated Related Rights sold hereunder shall be paid or provided for in the manner provided below on each Business Day. The Funding Seller hereby appoints the Servicer as its agent to receive payment of the Purchase Price for Receivables sold by issuance of certain Subordinated Notes by the Buyer it to the Closing Date Seller Purchaser hereunder and by subsequent transfer of such Subordinated Notes from hereby authorizes the Closing Date Seller Purchaser to make all payments due to the Seller’s wholly-owned subsidiary Funding Seller directly to, or as directed by by, the SellerServicer. The Servicer hereby accepts and agrees to such appointment. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, Price for Receivables and hereby does certify, with respect to the Collateral to be associated Related Rights purchased by the Buyer Purchaser from the Funding Seller shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose in accordance with Section 2.6(b), in cash from Collections of Purchased Receivables; and (ii) to the extent that the Purchase Price on such dayPurchase Date exceeds the amount available from Collections (as contemplated by clause (i) above) on such Purchase Date, that its representations and warranties contained by an increase in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such daydeferred payments owed by the Purchaser to the Funding Seller hereunder. (c) Upon Following each sale of Receivables, the Funding Seller shall have no retained right, title or interest in the Purchased Receivables or any rights with respect to the Obligors thereof and will look solely to the Purchaser for payment of amounts payable in accordance with the Purchase Price for any Purchase, title terms hereof. The Purchaser and the Servicer will apply Collections with respect to the Collateral included Receivables in such Purchase shall vest initially in accordance with the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementterms hereof. (d) Collateral Obligations may The parties hereto agree that the cash component of the Purchase Price of the Receivables paid to the Funding Seller from time to time shall be purchased or acquired allocated, upon receipt, first to payment with of the Purchase Price of Receivables that, at such time, have been appropriately categorized as “earned” by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsOriginator for accounting purposes.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related Buyer understands and agrees that Buyer will be obligated to Schedule 1 acquired by the pay "all cash" at closing. For purposes of this Agreement, "all cash" means immediately available wired federal funds in U.S. Dollars. Buyer from the Closing Date Seller on the Closing Date pursuant to understands that Buyer’s obligation under this Agreement shall to purchase the Units will not depend on whether or not Buyer qualifies for or obtains a mortgage from any lender. Buyer will be paid by issuance solely responsible for making Buyer’s own financial arrangements. Seller agrees, however, to cooperate with any lender Buyer chooses and to coordinate closing with such lender, if, but only if, such lender meets Seller's closing schedule and pays Seller the proceeds of certain Subordinated Notes by its mortgage at closing. Should lender not pay Seller its proceeds at closing, Buyer will not be allowed to take possession of the Buyer to Units until Seller actually receives the Closing Date Seller funds and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Sellerthey have cleared. (b) The SellerAlthough Seller has no obligation to do so, if Seller agrees to delay closing until Buyer's lender is ready, to wait for funding from Buyer's lender until after closing, or to accept a portion of the sums due at closing in connection the form of a personal check (none of which Seller is obligated to do), Buyer agrees to pay Seller a late funding charge computed at the then highest applicable lawful rate on all funds due Seller which have not then been paid to Seller (with each Purchase hereunder relating regard to any Collateralpersonal checks, shall be deemed which have not then cleared) from the date Seller originally scheduled closing to have certified, and hereby does certifythe date of actual payment (and, with respect regard to personal checks, to the Collateral date of final clearance). The foregoing sentence will survive (continue to be purchased effective after) closing. The late funding charge may be estimated by Seller at closing and adjusted thereafter based on actual clearance dates. In the Buyer on such dayevent of any delayed closing, that its representations and warranties contained in Article IV are true and correct on and Seller may adjust prorations as of such day, with the same effect as though made on and as of such daydate the closing was originally scheduled. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. With respect to any Receivables purchased on the date hereof and coming into existence after the date hereof, the Buyer shall pay the Purchase Price therefor in the following manner: (ai) The first, by the application of any unused Purchase Price Credits owed by such Originator to the Buyer; (ii) second, by delivery of immediately available funds, to the extent of funds available to the Buyer from (x) its subsequent sale of the Receivables under the Purchase Agreement or (y) other cash on hand; and (iii) third, with the consent of the Buyer, with respect to Keystone, as an amount deemed to be netted against a contribution to the capital of the Buyer; and (iv) fourth, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (each a “Subordinated Loan”) in an amount not to exceed the Maximum Subordinated Loan Amount. Each Originator is hereby authorized by the Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder. Although the Purchase Price for any Collateral related to Schedule 1 acquired by each Receivable coming into existence after the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement date hereof shall be paid by issuance of certain Subordinated Notes due and payable in full by the Buyer to the Closing Date Seller Originators on the date such Receivable came into existence, and by subsequent transfer payment of such Subordinated Notes from Purchase Price shall be made as provided in this Section 1.1(c), final settlement of the Closing Purchase Price between the Buyer and the Originators shall be effected on a monthly basis on each Settlement Date Seller with respect to all Receivables coming into existence during the calendar month preceding such Settlement Date and based on the information contained in the Monthly Report delivered by the Servicer pursuant to the Seller’s wholly-owned subsidiary as directed by Purchase Agreement for the Seller. (bcalendar month then most recently ended. On each Settlement Date, the Buyer and the Originators shall cause a reconciliation to be made in respect of all purchases that shall have been made during the calendar month then most recently ended. Although settlement shall be effected on Settlement Dates, any net increase or decrease in the amount owing under each Subordinated Note made pursuant to this Section 1.1(c) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, occurred and hereby does certify, with respect to the Collateral to shall be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and effective as of such day, with the same effect as though made on and as of such day. (c) Upon the payment last Business Day of the Purchase Price for any Purchase, title calendar month to the Collateral included in which such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreementsettlement relates. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 Transferred Asset acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any Advance the Buyer expects to receive pursuant to the Credit Agreement), or as otherwise provided in Section 2.03(b), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The SellerNotwithstanding any provision herein to the contrary, in connection the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with each respect to such transfer shall be reduced by that portion of the Purchase hereunder relating Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement. To the extent the fair market value of any CollateralTransferred Asset purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefor, such excess shall be deemed to have certified, and hereby does certify, with respect be a capital contribution from the Seller to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayBuyer. (c) Upon the payment of the Purchase Price for any PurchaseTransferred Asset, title to such Transferred Assets (or, in the Collateral included case of a Participation Interest, the rights granted hereunder in such Purchase respect thereof) shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any assignment agreement required to be executed and delivered in connection with the transfer of a Collateral Obligations Loan in accordance with the terms of any Related Documents may reflect that the relevant upstream seller, if any, is assigning such Collateral Loan directly to the Buyer. Nothing in any assignment agreement shall be purchased or acquired deemed to impair the transfer of the related Collateral Loan by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Loan so assigned for administrative convenience shall be deemed sold and transferred by the related upstream seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related upstream seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (e) The Buyer shall not purchase or acquire Collateral Loans from the Seller or any of its Affiliates hereunder only if unless (i) the terms and conditions thereof of such Purchase are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsApplicable Laws.

Payment of Purchase Price. (a) The Purchase Price for any Purchased Collateral related to Schedule 1 acquired sold by the Seller to the Buyer from the Closing on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Purchased Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the Purchase Price payable with respect to such transfer shall be reduced by the Outstanding Asset Balance of the Purchased Collateral or portions thereof that were so contributed; provided that Purchased Collateral contributed to the Buyer as capital shall constitute Purchased Collateral for all purposes of this Agreement. (c) Seller, in connection with by accepting the Purchase Price paid for each Purchase hereunder relating to any purchase of Purchased Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Purchased Collateral to be purchased sold by the Buyer it on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayday and that no Termination Event or Unmatured Termination Event has occurred. (cd) Upon the payment of the Purchase Price for any Purchase, title to the Purchased Collateral included in such Purchase shall vest initially rest in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired Transferred Asset Purchased by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any Collateral Obligation the Buyer expects to receive pursuant to the Credit Agreement), or as otherwise provided in Section 2.03(b), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) The SellerNotwithstanding any provision herein to the contrary, in connection the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with each respect to such Transferred Assets shall be reduced by that portion of the Purchase hereunder relating Price of the Transferred Assets that was so contributed; provided that Transferred Assets contributed to the Buyer as capital shall constitute Transferred Assets for all purposes of this Agreement. To the extent the fair market value of any CollateralTransferred Asset Purchased by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefor, such excess shall be deemed to have certified, and hereby does certify, with respect be a capital contribution from the Seller to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such dayBuyer. (c) Upon the payment of the Purchase Price for any PurchaseTransferred Asset, title to such Transferred Assets (or, in the Collateral included case of a Participation Interest, the rights granted hereunder in such Purchase respect thereof) shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any assignment agreement required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Related Documents may reflect that the relevant upstream seller, if any, is assigning such Collateral Obligation directly to the Buyer. Nothing in any assignment agreement shall be deemed to impair the transfer of the related Collateral Obligation by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so assigned for administrative convenience shall be deemed sold and transferred by the related upstream seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all Purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, ARTICLE IV, ARTICLE V and ARTICLE VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related upstream seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (e) Collateral Obligations may be purchased or acquired Purchased from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsLaws.

Payment of Purchase Price. (a) The Purchase Price for each Receivable sold hereunder on any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Business Day shall be paid or provided for on the Business Day on which such sale occurred (i) by issuance of certain Subordinated Notes by the Buyer payment in immediately available funds to the Closing Date Seller extent MRFC has such funds available and by subsequent transfer of such Subordinated Notes from the Closing Date Seller (ii) to the Seller’s wholly-owned subsidiary extent such funds are not available, by increasing the amount due under the Subordinated Note by notation thereon; provided, however, that the aggregate outstanding principal amount of the Subordinated Note on any Business Day (after giving effect to all repayments thereof on or before such Business Day) shall not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables purchased hereunder existing on such Business Day and (y) an amount that would cause MRFC's net worth (as directed by defined in accordance with GAAP) to be less than $25,000,000. To the Sellerextent that MRFC does not have sufficient cash or availability under the Subordinated Note to pay the total Purchase Price for Receivables sold on any Business Day in full, Metaldyne Company LLC may make a cash capital contribution to MRFC. No sales of Receivables shall be made hereunder on and after the Purchase Termination Date. (b) The SellerAll advances made by the Sellers to Purchaser pursuant to Section 3.02 (a) (each, an "Advance") shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in connection substantially the form of Exhibit A annexed hereto, delivered on the Closing Date and payable to Metaldyne, as agent for the Sellers (as amended, supplemented or otherwise modified and in effect from time to time, the "Subordinated Note"). The Collection Agent is hereby authorized by Purchaser to endorse on the schedule attached to the Subordinated Note (or a continua- tion of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with each Purchase hereunder relating respect thereto; provided, however, that the failure of any Person to make such a notation shall not affect any Collateral, obligations of Purchaser thereunder. Any such notation shall be deemed to have certified, conclusive and hereby does certify, with respect binding as to the Collateral to be purchased by the Buyer on such day, that its representations date and warranties contained in Article IV are true and correct on and as amount of such dayAdvance, with the same effect as though made on and as or payment of such dayprincipal or interest thereon, absent manifest error. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the The terms and conditions thereof are no less favorable to of the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate Subordinated Note and (ii) the transactions are effected in accordance with all applicable laws.Advances thereunder shall be as follows:

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from Receivables sold on and after the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid or has been paid by issuance payment of certain cash in immediately available funds. The Purchaser may obtain the cash to pay the Purchase Price from the sale of Eligible Receivables to the Trust, and pursuant to advances pursuant to a Subordinated Notes Note between either Saks Incorporated or Saks & Company, as lender (the "Subordinated Note Lender") and the Purchaser (such advance and any advance thereunder as contemplated by Section 3.2(b), each an "Advance") and contributions to the capital of the Purchaser by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerNote Lender. (b) The SellerPurchase Price for the Receivables sold by the Seller on any purchase date after the initial date of the Receivables Purchase Agreement (each, a "Purchase Date") shall be paid in cash to the Seller from proceeds from (i) the sale by the Purchaser of the Receivables to the Trust or (ii) from proceeds of (A) an Advance under the Subordinated Note or (iii) a capital contribution by the Subordinated Note Lender to the Purchaser or (iv) any combination of the foregoing. In the event the Purchaser does not have sufficient cash to pay the Purchase Price due on any Purchase Date, or the Subordinated Note Lender determines, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day.sole discretion not to (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the The terms and conditions thereof are no less favorable to of the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate Subordinated Note and (ii) the transactions are effected in accordance with all applicable laws.Advances thereunder shall be as follows:

Payment of Purchase Price. The purchase price for each Transferred Asset sold by the Seller to the Buyer under this Agreement on any Purchase Date shall be a dollar amount equal to the fair market value (as agreed among the Buyer and the Seller at the time of such sale) thereof (the “Purchase Price”) and shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price, by means of a capital contribution by the Seller to the Buyer. (a) The Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Transferred Assets proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price for payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Transferred Assets that was so contributed; provided that any Collateral related Transferred Assets contributed to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to as capital shall constitute Transferred Assets for all purposes of this Agreement and shall be paid by issuance of certain Subordinated Notes by the Buyer subject to all representations, warranties, covenants and indemnities hereunder relating to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerTransferred Assets. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Transferred Assets included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for each Receivable sold hereunder on any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement Business Day shall be paid or provided for on the Business Day on which such sale occurred (i) by issuance of certain Subordinated Notes by the Buyer payment in immediately available funds to the Closing Date Seller extent the Purchaser has such funds available and by subsequent transfer of such Subordinated Notes from the Closing Date Seller (ii) to the Seller’s wholly-owned subsidiary extent such funds are not available, by increasing the amount due under the Subordinated Note by notation thereon; provided, however, that the aggregate outstanding principal amount of the Subordinated Note on any Business Day (after giving effect to all repayments thereof on or before such Business Day) shall not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables purchased hereunder existing on such Business Day and (y) an amount that would cause the Purchaser's net worth (as directed by defined in accordance with GAAP) to be less than $25,000,000. To the Sellerextent that the Purchaser does not have sufficient cash or availability under the Subordinated Note to pay the total Purchase Price for Receivables sold on any Business Day in full, Metalync Company LLC may make a cash capital contribution to the Purchaser. No sales of Receivables shall be made hereunder on and after the Purchase Termination Date. (b) The SellerAll advances made by the Sellers to Purchaser pursuant to Section 3.02 (a) (each, an "Advance") shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in connection substantially the form of Exhibit A annexed hereto, delivered on the Closing Date and payable to MascoTech, as agent for the Sellers (as amended, supplemented or otherwise modified and in effect from time to time, the "Subordinated Note"). The Collection Agent is hereby authorized by Purchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with each Purchase hereunder relating respect thereto; provided, however, that the failure of any Person to make such a notation shall not affect any Collateral, obligations of Purchaser thereunder. Any such notation shall be deemed to have certified, conclusive and hereby does certify, with respect binding as to the Collateral to be purchased by the Buyer on such day, that its representations date and warranties contained in Article IV are true and correct on and as amount of such dayAdvance, with the same effect as though made on and as or payment of such dayprincipal or interest thereon, absent manifest error. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the The terms and conditions thereof are no less favorable to of the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate Subordinated Note and (ii) the transactions are effected in accordance with all applicable laws.Advances thereunder shall be as follows:

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired portion of the Purchased Assets sold by the Buyer from the Closing Originator on any Purchase Date Seller on the Closing Date pursuant to this Agreement shall be paid (i) first, in immediately available funds to the extent the Buyer has available cash therefor, and (ii) second, by issuance means of certain Subordinated Notes a capital contribution by the Buyer Originator to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller Buyer in an amount equal to the Seller’s wholly-owned subsidiary as directed by unpaid portion of the SellerPurchase Price. (b) The SellerOriginator, in connection with by accepting the Purchase Price paid for each Purchase hereunder relating to any Collateralpurchase of Purchased Assets, shall be deemed to have certified, and hereby does certify, with respect to the Collateral Purchased Assets to be purchased sold by the Buyer it on such day, that its (i) representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day., (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes (A) a Turbo Event, (B) an Event of Default or Unmatured Event of Default (exclusive of either thereof relating to a Servicer Default or Unmatured Servicer Default) or (C) a Servicer Default, and (iii) no Unmatured Servicer Default of the type set forth in Section 6.15(k) or 6.15(l) of the Note Purchase Agreement exists; (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral Purchased Assets included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided provided, however, that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, Originator in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. (a) The Purchase Price for any Collateral related to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing any Purchase Date pursuant to this Agreement shall be paid in a combination of (i) immediately available funds and (ii) if the Buyer does not have sufficient funds to pay the full amount of the Purchase Price (after taking into account any Advance the Buyer expects to receive pursuant to the Credit Agreement), by issuance means of certain Subordinated Notes a capital contribution by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerBuyer. (b) [Reserved.] (c) Notwithstanding any provision herein to the contrary, the Seller may on any Purchase Date elect to designate all or a portion of the Collateral proposed to be transferred to the Buyer on such date as a capital contribution to the Buyer. In such event, the cash portion of the Purchase Price payable with respect to such transfer shall be reduced by that portion of the Purchase Price of the Collateral that was so contributed; provided that Collateral contributed to the Buyer as capital shall constitute Collateral for all purposes of this Agreement. To the extent the fair market value of any Collateral purchased or acquired by replacement and substitution by Buyer pursuant to this Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Seller to the Buyer. (d) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased Purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (ce) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided hereinBuyer, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (df) The Seller and the Buyer acknowledge and agree that, solely for administrative convenience, any assignment agreement required to be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any Related Documents may reflect that the relevant seller is assigning such Collateral Obligation directly to the Buyer. Nothing in any assignment agreement shall be deemed to impair the transfer of the related Collateral Obligation by the Seller to the Buyer in accordance with the terms of this Agreement. Any such Collateral Obligation so assigned for administrative convenience shall be deemed sold and transferred by the related seller to the Seller and, pursuant to this Agreement, shall be sold and transferred by the Seller to the Buyer. For the avoidance of doubt, all of the provisions of this Agreement, including without limitation the conditions precedent to all purchases, the representations and warranties of the Seller, the covenants of the Seller and the indemnity of the Seller, contained in Section 3.02, Article IV, Article V and Article VII hereof, respectively, shall apply to the Seller with equal force with respect to any such sales and assignments for administrative convenience by any related seller to the Buyer as if such sale and assignment was directly from the Seller to the Buyer. (g) Collateral Obligations may be purchased or acquired from time to time by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable lawsApplicable Laws.

Payment of Purchase Price. (a) The Purchase Price In consideration for any Collateral related each Originator Sale of Originator Sold Receivables hereunder, Buyer shall pay to Schedule 1 acquired by the Buyer from the Closing Date Seller Originator on the Closing Originator Transfer Date pursuant to this Agreement shall be paid by issuance of certain Subordinated Notes by therefor the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the Seller. (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certified, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Originator Sale Price for any Purchase, title to the Collateral included in such Purchase shall vest initially therefor in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement.following manner: (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable by delivery in Dollars in immediately available funds, to the Buyer than extent of the terms it would obtain in a comparableamount of cash available to Buyer, timely purchase or acquisition with a non-Affiliate and and (ii) the transactions are effected balance, by delivery of the proceeds of a subordinated revolving loan from the Originator to Buyer (each, a "Subordinated Originator Loan" and collectively, the "Subordinated Originator Loans") in an amount not to exceed the least of (A) the remaining unpaid portion of the Originator Sale Price, (B) the maximum Subordinated Originator Loan that could be borrowed without rendering the Buyer's Net Worth Percentage to be less than 15% and (C) fifteen percent (15%) of the maximum then Outstanding Balance of Receivables. On the date hereof, the Buyer shall issue to the Originator, a subordinated note (the "Subordinated Originator Note") substantially in the form of Exhibit 2.1(c) hereto. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Originator Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder. Subject to the limitations set forth in this Section 2.1(c), the Originator irrevocably agrees to advance each Subordinated Originator Loan requested by Buyer on each applicable Originator Transfer Date occurring on or prior to the Facility Termination Date. The Subordinated Originator Loans shall be evidenced by, and shall be payable in accordance with all applicable lawswith, the terms and provisions of the Subordinated Originator Note and shall be payable solely from funds which Buyer is not required under the Sale Agreement to set aside for the benefit of, or otherwise pay over to, the Receivables Purchaser.

Payment of Purchase Price. (a) The purchase price (“Purchase Price for any Collateral related Price”) to Schedule 1 acquired by the Buyer from the Closing Date Seller on the Closing Date pursuant to this Agreement shall be paid by issuance to each Originator for the Receivables and the Related Assets at the time of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer purchase or acquisition of such Subordinated Notes from Receivables and Related Assets shall equal the Closing Date Seller to product of (i) the Seller’s wholly-owned subsidiary as directed by Unpaid Balance of each Receivable then being Conveyed, times the SellerFair Market Value Discount at such time. (b) The SellerOn the Closing Date (or the date such Originator executes and delivers a Joinder Agreement, if applicable), each Originator shall contribute Receivables to Buyer as a capital contribution in connection the amount set forth in a written notice on the date thereof from such Originator to Buyer, Administrative Agent, and LC Bank. (c) Buyer shall pay the related Originator the Purchase Price with respect to each sold Receivable and the Related Assets, created or acquired by such Originator on the date of purchase thereof as set forth above (i) transfer of funds, to the extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase hereunder relating Agreement and/or (ii) if requested by the related Originator and permitted under the Receivables Purchase Agreement, by causing the Seller to deliver a Letter of Credit Application and LC Request to the LC Bank to issue one or more Letters of Credit in accordance with Section 2.04 and subject to the terms and conditions for issuing Letters of Credit under the Receivables Purchase Agreement (including any Collaterallimitations therein on the amount of any such issuance); provided, however, to the extent that the Buyer does not have funds available to pay such Purchase Price due on any day in cash, each Originator, as an equity owner of the Buyer, shall contribute (and shall be deemed to have certified, and hereby does certify, with respect contributed without further action or notice by any Person) to the Collateral to be purchased by capital of the Buyer on Receivables allocable to such day, that its representations and warranties contained insufficiency in Article IV are true and correct on and as return for an increase in the value of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title to the Collateral included in such Purchase shall vest initially Originator’s ownership interest in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure by the Seller or the Closing Date Seller, as applicable, in fact to satisfy any such condition precedent, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) the terms and conditions thereof are no less favorable to the Buyer than the terms it would obtain in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) the transactions are effected in accordance with all applicable laws.

Payment of Purchase Price. If no Default exists hereunder, WFBW shall pay the Net Purchase Price to the Customer at the Customer's request or at WFBW's discretion as follows: (i) First, WFBW shall pay to the Customer an Initial Payment upon assignment or sale of an Account to WFBW, and receipt of all documents and forms described in paragraph 3(h) below and upon fulfillment of all terms precedent to such sale or assignment as more fully described below. (ii) After collection of an Account in full by WFBW, WFBW shall pay to the Customer the amount collected on the Account less: (a) The Purchase Price for the Initial Payment, (b) Part Payment(s), and (c) any Collateral related fees, expenses or charges owed to Schedule 1 acquired by the Buyer from the Closing Date Seller WFBW as more fully described herein. This payment shall be made on the Closing Date pursuant to this Agreement shall be paid Wednesday of the week following the calendar week in which the full collection of Account is received by issuance of certain Subordinated Notes by the Buyer to the Closing Date Seller and by subsequent transfer of such Subordinated Notes from the Closing Date Seller to the Seller’s wholly-owned subsidiary as directed by the SellerWFBW. (iii) WFBW, may at its discretion, after request by the Customer, and after collection of an Account in an amount which is less than the full amount due and owing on the Account, make a payment to the Customer of the amount so collected less: (a) the Initial Payment, (b) The Seller, in connection with each Purchase hereunder relating to any Collateral, shall be deemed to have certifiedprevious Part Payment, and hereby does certify, with respect to the Collateral to be purchased by the Buyer on such day, that its representations and warranties contained in Article IV are true and correct on and as of such day, with the same effect as though made on and as of such day. (c) Upon the payment of the Purchase Price for any Purchase, title amounts owed or to the Collateral included in such Purchase shall vest initially in the Closing Date Seller and then in the Buyer as provided herein, whether or not the conditions precedent to such Purchase and the other covenants and agreements contained herein were in fact satisfied; provided that the Closing Date Seller and the Buyer, as applicable, shall not be deemed to have waived any claim it may have under this Agreement for the failure owed by the Seller or the Closing Date SellerCustomer to WFBW. WFBW shall consider making such a payment, as applicableif, in fact to satisfy any such condition precedentWFBW's sole discretion, covenant or agreement. (d) Collateral Obligations may be purchased or acquired by the Buyer from the Seller or any of its Affiliates hereunder only if (i) WFBW determines that Customer has complied with all the terms and conditions thereof herein, that no Events of Default have occurred and Customer acknowledges that that there are no less favorable to offsets or claims against, or Account Debtor Disputes relating to, any Account purchased by WFBW. This payment shall be made, on the Buyer than Wednesday of the terms it would obtain week following the calendar week in a comparable, timely purchase or acquisition with a non-Affiliate and (ii) which the transactions are effected in accordance with all applicable lawspartial collection on the Account is received by WFBW.